Teekay Shuttle Tankers L.L.C
Green Bond Investor Presentation
October 2019
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Teekay Shuttle Tankers L.L.C Green Bond Investor Presentation - - PowerPoint PPT Presentation
Teekay Shuttle Tankers L.L.C Green Bond Investor Presentation October 2019 1 Important Information Disclaimer This Presentation has been prepared by Teekay Shuttle Tankers L.L.C (the " Company ) in connection with a contemplated
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This Presentation has been prepared by Teekay Shuttle Tankers L.L.C (the "Company“) in connection with a contemplated senior unsecured green bond issue by (the "Bond Issue"). This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Presentation has not been reviewed by or registered with any public authority or stock exchange and does not constitute a prospectus. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material
reproduced and no facts have been omitted that would render the reproduced information to be inaccurate or misleading. Only the Company and the Managers are entitled to provide information in respect of matters described in this
THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT IN ITSELF CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF OR SOLICITATION OR INVITATION OF ANY OFFER TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF THE COMPANY OR ITS AFFILIATES IN ANY JURISDICTION. The recipient of this Presentation (the "Recipient") acknowledges and accepts the risks associated with the fact that no formal due diligence investigations have been carried out. The Recipient will be required to conduct its own analysis and acknowledges and accepts that it will be solely responsible for its own assessment of the Company, the Bond Issue, the market, the market position of the Company, the Company's funding position, and the potential future performance of the Company's business and securities. None of the Company or its financial advisors, or any of their respective parent or subsidiary undertakings or affiliates, or any directors, officers, employees, advisors or representatives of any of the aforementioned (collectively "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in this Presentation is or can be relied upon as a promise or representation by the Company or the its financial advisers, or any of their respective Representatives. None of the Company or its financial advisors, or any of their respective Representatives shall have any liability whatsoever (in negligence or otherwise) arising directly or indirectly from the use of this Presentation or its contents or otherwise arising in connection with the Bond Issue, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. Neither the Company nor the financial advisers have authorised any other person to provide investors with any other information related to the Bond Issue or the Company, and neither the Company nor its financial advisors will assume any responsibility for any information other persons may provide. This Presentation contains financial information derived from the Company's financial statements, the Company’s un-audited interim financial reports. To obtain complete information of the Company's financial position, operational results and cash flow, the financial information in this Presentation must be read in conjunction with the Company's audited financial statements and other regulatory financial information made public by the Company. This Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Company and the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions.
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AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY'S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forward-looking statements. None of the Company or its financial advisors, or any of their respective Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments. This Presentation is confidential and the Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area. This Presentation is an advertisement and this Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(E) of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU to the extent implemented in the relevant member state). In addition, in the United Kingdom, this presentation is communicated only to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the investor in this bonds issue (the "Investor") understands that the offering of senior unsecured bonds (the "Offering") may be
such persons being referred to as "relevant persons"). This presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this presentation or any of its contents. Any investment
IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE BONDS HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS
INSTITUTIONAL BUYERS ("QIBs") IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY PURCHASER OF BONDS IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT LIMITATION THAT THE PURCHASER IS A QIB. This Presentation speaks as at the date set out on herein. Neither the delivery of this Presentation nor any further discussions of the Company or its financial advisors shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. Neither the Company nor its financial advisors assume any obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation (including in relation to forward-looking statements), other than as required by law. The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. The Recipient should consult with its own professional advisers for any such matter and advice. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo city court (Nw: Oslo tingrett) as exclusive venue.
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CHIEF EXECUTIVE OFFICER
Appointed CEO of Teekay Offshore Group Ltd., in February 2017. Since joining Teekay, Ms. Sæther has held management positions in Teekay’s conventional tanker business until 2007, when she assumed the commercial responsibility for Teekay’s shuttle tanker activities in the North Sea, and in 2011,
President, Teekay Offshore Logistics.
experience in the shipping and offshore sector and has been engaged in a number of boards and associations related to the industry.
Ingvild Sæther
CHIEF FINANCIAL OFFICER
Appointed CFO of Teekay Offshore Group Ltd. in September 2018. He joined Teekay from Songa Offshore SE where he held the role of CFO and brings with him 30 years of energy and
assignments of Mr. Steinsland’s include the CFO position at Ocean Rig and Acta Holding, as well as several senior management positions at Esso Norge and Exxon Company International.
Jan Rune Steinsland
SUSTAINABILITY MANAGER
Having worked for Teekay for 8 years in various roles and DNV GL before that, Mr. Fjell took on the newly launched role as Sustainability Manager for Teekay Offshore Logistics in January 2019. With his technical background and experience in a broad range of roles, Christian will ensure alignment across departments and drive initiatives for enhancing sustainability, reducing environmental footprint and increasing energy efficiency of activities.
Christian Fjell Terje Selle Rundberg
FINANCE DIRECTOR
Joined Teekay Offshore in September
years of experience from capital markets and treasury functions within the drilling industry and banking, including most recently serving as VP Treasury and Financing of drilling contractor Songa Offshore.
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Supportive Sponsor
support) Provider of Critical Infrastructure Services for Offshore Production
Best in Class Operations
Contracted Cash Flow Profile with History
Strong Balance Sheet and Broad Access to Capital
Blue-Chip, High Credit Quality Customer Base
Strength of Management Team
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Leading Market Positions With Barriers to Entry
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(1) Including newbuilds (2) As of June 30, 2019. Based on existing contracts but excludes extension options; includes existing vessels and growth projects.
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Simplified structure diagram reflects current ownership. Source: Brookfield
Board composition(1): 4 Brookfield, 1 TK and 4 independents
Public Unitholders
27%
Teekay Offshore GP
Voting Control 100%
Teekay Offshore Partners LP NYSE: TOO Shuttle Tankers
Green Bond Issuer
FPSO / FSO Other Assets
100% 73% Brookfield has invested and committed $1.4B of debt and equity over the last 24 months
capital structure
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Stabilized the equity base with $640m injection
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Reduced high cost capital on preferred equity retirements
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Extended maturities on outstanding debt and swaps
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Further enhanced TOO’s capacity for growth, fully funded existing growth projects and ordered additional newbuilding projects
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The right to appoint 5 of 9 directors
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Consent rights in respect of certain material decisions in respect to the business of TOO
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In May 2019, Brookfield purchased all of Teekay Corporation’s remaining interests in the Partnership
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Brookfield now controls 100% of the General Partner and 73% of the
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Following the purchase of Teekay’s remaining stake, Brookfield delivered an unsolicited non-binding proposal for all outstanding units in TOO
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Merger Agreement approved by Teekay Offshore Partners L.P. on 1 October 2019 and transaction expected to close during the fourth quarter
100% 100% 100%
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ASIA PACIFIC
$1 B $2 B
2016 vs Q1’19 ASSETS SOUTH AMERICA
$- B $5 B
2016 vs Q1’19 ASSETS
OPERATING EMPLOYEES
NORTH AMERICA
$5 B $10 B
2016 vs Q1’19 ASSETS
ASSETS UNDER MANAGEMENT
EUROPE & MIDDLE EAST
$2 B $11 B
2016 vs Q1’19 ASSETS
Extensive experience owning and operating businesses in the energy supply chain
in the US and Brazil
US and Canada
cooling to customers from centralized systems (US, Canada, Australia)
and gas production in Canada and Australia
Canada and UK
Australia)
respectively Significant banking, equity and debt capital markets relationships within Brookfield and through investee companies
100+ years’ experience as a leading global investor, operator and manager of real assets with ~$385bn AUM
Note: Operating employees as at March 31, 2019. Assets as at June 30, 2016 and March 31, 2019 Source: Brookfield
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Portfolio Focused on Midstream Assets
Stable
Contracted 31 vessels
Stable
Contracted Eight vessels
Stable
Contracted Five vessels
Shuttle Tankers
market
deliver North Sea, East Coast Canada and Brazilian oil production
Pipelines FPSOs
capabilities and HSEQ
effective barrier to entry
Gathering & Processing FSOs Terminals / Storage Tanks Similar to Midstream Category Business characteristics
▲ Multi-field exposure ▲ Fee-based contracts ▲ Limited replacement risk (no
▲ Fee-based contracts (with fixed day rates regardless of production) ▼ Single-field exposure (however, can be redeployed) ▲ No direct exposure to commodity markets ▲ No seasonality
terminals
shuttle tanker fleet
Additional Attributes Towage Less Stable
Primarily Spot Market 10 vessels ▲ Required service for moving large floating
▼ Short-term contracts
market
industry
9 n/a
8.2 years
6 % 51 % 43 % FSO Shuttle Tanker FPSO
$4.9B
Shuttle Tanker Business FPSO Business Other Businesses
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escalation or pre-set sculpting)
tariffs (not included in forward revenues above)
take-or-pay contracts (Time Charter and Bareboat contracts)
contracts with consistently high vessel utilization rates
Contract Highlights by Business Line
for FSO and FAU
ALP Towage vessels tied to short-term / spot market (not included in forward revenues above)
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Stable Portfolio of Fee-Based Contracts
Forward Fee-Based Revenues by Segment 7.7 years
Average (simple) Remaining Contract Length by Segment # of Units Forward Revenues
FPSO FSO 4.2 years 3.0 years $2.1B $0.3B 8 5 Shuttle Tankers $2.5B 31 3.3 years
Segment 10
Source: TOO
Key Financials
Adjusted EBITDA(1) (in $ million) Net Debt to Adj. EBITDA(1) Equity Ratio (%) Revenues by Segment (in $ million)
$0 $200 $400 $600 $800 $1 000 $1 200 $1 400 $1 600 2014 2015 2016 2017 2018 Shuttle Tanker FSO FPSO Towage Other $457 $616 $571 $522 $783 $- $200 $400 $600 $800 $1 000 2014 2015 2016 2017 2018 20% 17% 20% 26% 27% 0% 5% 10% 15% 20% 25% 30% 2014 2015 2016 2017 2018
1) Adjusted EBITDA and NIBD on a fully consolidated basis. 2018 revenues and adjusted EBITDA includes a settlement from Petrobras of $91 million Source: TOO
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5,0x 5,3x 5,3x 6,0x 4,0x 0,0x 1,0x 2,0x 3,0x 4,0x 5,0x 6,0x 7,0x 2014 2015 2016 2017 2018
Issuer Teekay Shuttle Tankers L.L.C Status Senior Unsecured Green Bonds Use of Proceeds Green projects as further defined by the Green Bond Framework Maturity 5 years after Settlement Initial Issue Amount Up to $150m Maximum Issue Amount $200m Coupon [●] Amortization The Bonds shall be repaid in full at the Maturity Date at 100% of the Nominal Amount Conditional Call Options Callable at 100% upon a tax event Clean-up call at 101% Financial covenants
General Undertakings The Issuer shall comply with certain general undertakings inter alia mergers/de-merger restrictions, financial indebtedness, disposals, distributions and compliance with laws Change of Control Each Bondholder have the right to pre-payment (put option) at 101% of par upon a Change of Control Event Listing of Bonds An application will be made for the Bonds to be listed on Oslo Børs within 6 months after the Settlement Date Trustee Nordic Trustee AS Governing Law Norwegian Law Global Coordinator & Sole Green Advisor SEB Joint Lead Managers Danske Bank, DNB, Nordea and SEB
Please refer to the Term Sheet for details
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Proceeds will be applied for refinancing of intercompany debt relating to 4 Suezmax DP2 shuttle tanker newbuildings from Samsung Heavy Industries, based on Teekay’s E-shuttle design
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USE OF PROCEEDS PROCESS FOR PROJECT EVALUATION AND SELECTION MANAGEMENT OF PROCEEDS REPORTING
Teekay Green Finance Committee
A green Bond Eligibility Committee will evaluate the E- shuttle Projects’ emission reduction estimates. Committee members / representatives
Ways of working
respect to the Use Of Proceeds description in the Company’s Green Bond Framework
financing processes and the allocation of the proceeds of TST’s Green Bonds are structured or made, as applicable, in accordance with this Framework Use of proceeds:
financing or refinancing of E-Shuttle vessels (“low emissions vessels” as defined by the Norwegian government), in whole or in part, by TST and/or its subsidiaries.
following Energy Efficiency and Pollution Prevention and Control measures:
savings, peak load shaving, and added overall system redundancy
turning VOC emissions into useable fuel for the vessels’ generators
Green Bond Principles Sectors: Energy Efficiency / Pollution Prevention and Control
Net Proceeds
supporting Teekay’s investments in Eligible Assets
positive balance, funds may be deducted from the earmarked account and added to Teekay’s investment pool equal to the total of all disbursements from that pool made in respect of Eligible Assets in the Issuer
cash account TST will annually and until maturity of the TST Green Bonds issued, provide a Green Bond Report, including reporting on allocation of proceeds and environmental impact of the Green Projects, to investors as part of TOO’s Sustainability Report. Allocation reporting on proceeds will include the following information: I. A summary of TST Green Bond developments II. The outstanding amount of TST Green Bonds issued III. The balance of the Earmarked Account IV. The total proportion of TST Green Bond net proceeds used to finance new Green Projects (ongoing or taken into operation less than 12 months prior to the approval by the Green Bond Committee) and the proportion of TST Green Bond net proceeds used to refinance Green Projects finalised earlier than that.
CICERO has provided a second opinion review concluding that the assets qualify as Light Green
Please refer to the full Green Bond Framework for further details
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The IMO Green House Gas Strategy Aims for at least 50% Reduction of Green House Gases Within Shipping by 2050
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Source: IMO, DNV GL, TST
1 https://www.regjeringen.no/no/dokumenter/handlingsplan-for-gronn-skipsfart/id2660877/shipping sector currently accounts for 2.2% of global greenhouse gas emissions
grow by 50-250% by 2050 due to increase in global trade
to decarbonize the shipping industry need to be taken
essential to reach the ambitious emissions targets
The E-Shuttles classifies as “low emission vessels” according to the Norwegian Government’s “Plan of action for green shipping”1
willingness and desire to push the shipping industry towards decarbonization
2050 in 2020
compounds as a secondary fuel.
accelerating necessary transition also in the wider shipping industry
A Game Changer For Emissions in The Maritime Industry
4 000 8 000 12 000 16 000 20 000 2016 2030 2040 2050 Crude oil Oil products Natural gas Bulk Container Other Trade – million tonnes/year
LNG VOC CO2 Eq. emission NOX emission SOX emission Particulates Fuel consumption
Traditional Shuttle Tanker TST E-Shuttle LNG VOC
Four E-Shuttles provide more CO2 emission reductions than all the Teslas in Norway* No of Teslas in Norway as of 30 June 2019 = 42,516
*Tailpipe emission reduction compared to the Explorer Class vessels - (108 000 ton CO2eqv(GWP100)) Source: TST and Opplysningsrådet for Veitrafikken (OFV) in Norway
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charters to Energy Majors can be less than 4 weeks.
Manufacturers, DNV GL etc.
shorter transit voyages
Nordic content Future proof design for operations well into 2040
Maturing a Design Takes Time
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*Volatile Organic Compounds (VOC) – the gas evaporating from the oil cargo tanks during loading
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“The winner has developed ground-breaking technology systems…” and “…shown commitment to the concept that will impact the design of the global shipping fleet in the future”
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Granted $22m in subsidies from the Norwegian Environmental Agency (“ENOVA”) Received the “Tanker Shipping & Trade Environmental Award 2018” The Vessels Qualify for DNVGL’s “Grønt Kystfartsprogram” Received the Suplhur Cap 2020 “Emissions Reduction Award” Top 4 nomination for the “Next Generation Ship Award” at Nor-Shipping 2019 Received the “Green Initiator of The Year” award from Rystad in 2019 Received the Seatrade 2019 “Fuel Efficiency Award”
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“It is a strength that Teekay acted as a first-mover in this field and – together with ENOVA SF – has commenced the transitioning
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“This is supported by Teekay’s willingness to share knowledge on technology with other market participants on conferences and by making LNG hybrid technology as well as VOC reduction technology generally available” “CICERO Green views this effort of accelerating lower emission shipping technology as vital to reach the 2° target” “With substantial improvements of shuttle tanker technology the issuer, a crude oil shuttle company, effectively addresses one
GHG emissions performance and aims to exceed the targets outlined by the IMO” “It is a clear strength that Teekay is actively aligning the business strategy with possible future regulations and fossil fuel related developments” “Ship recycling requirements will be handled by an approved recycling facility according to the EU Ship Recycling Standard”
Source: Second Opinion provided by CICERO Shades of Green
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Vessels(1)
Forward Fee-Based Revenue(1)
Average contract tenor(2)
(1) Including newbuilds. Source: Clarksons and TST (2) As of June 30, 2019. Based on existing contracts but excludes extension options; includes existing vessels and new builds
Market share, making TST the market leader(1)
Of 2018 earnings from long- term contracts
Earnings from investment grade rated counterparties (2018)
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Shuttle Tankers Conventional Crude Tanker Ordering of New Ships With contract in place Mainly speculative Global Fleet Size 71 + 17 on order ~5,600 Capacity of Global Fleet Size 8.9 million dwt (excludes newbuildings) ~140 million dwt Number of owners 8 ~200 Cost of a new Vessel (Aframax) $110 - $130 million (extra for VOC) $40 - $60 million
1.
Time Charters – 13 vessels (Shell, Equinor, East Coast Canada Consortium)
Bareboat Charters – 3 vessels (Petrobras)
maintenance “CoA” – 8 vessels (multi-client)
leader
designated field
forward visibility on volumes
do not justify a dedicated Time Charter
day rate
entry
1 2 3
(1) TST unit count does not include new buildings that replace retiring vessels and 2 units trading in the spot market. (2) Global trading fleet
Highly Specialized Assets Teekay Shuttle Tankers’ Revenue Model(1)
Sources: Clarksons and TST
Global Fleet Distribution(2)
47 % 4 % 39 % 10 % Brazil Canada North Sea Other
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Fleet Size by Owner (# of vessels) Market share by region (including order book)
Global fleet
50 % 50 % 35 % 65 %
North Sea Brazil Canada
100 % 17 % 83 %
TST Other
Teekay Shuttle Tankers is the largest operator in the North Sea and the only operator in Canada. The company’s presence is less dominant in the more commoditized Brazilian market
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Source: Clarksons and TST
31 31 13 5 3 2 2 1 5 10 15 20 25 30 35 TOO Knutsen AET VikenMol Tsakos Transpetro Elka JJ Ugland On Order Trading fleet
2018 Earnings Profile & Backlog
35 % 52 % 8 % 5 % CoA Time Charters Bareboat Charters Voyage Charters
$2.5bn(1)
fleet fixed under long-term TC or BB contracts. The remaining fleet is enrolled into fixed rate CoA programs
for 3% and 5% of revenues in 2017 and 2018 respectively
stability to the business, enabling long-term planning
the revenue backlog amounts to $2.5bn
Average Remaining Contract Length of ~4.2 years
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(1) As of June 30, 2019. Based on existing contracts but excludes extension options; includes existing vessels and growth projects Source: TST
A client base consisting of blue chip counterparties Revenues by credit rating and client (2018)
15 % 15 % 14 % 12 % 44 % Client 1 Client 2 Client 3 Client 4 Other 10 % 79 % 11 % HY IG NR
consisting of blue chip counterparties
rated counterparties
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Source: TST
Net Revenues (1) ($ in million) EBITDA ($ in million)
$182 $149 $150 $171 $169 $147 $179 $191 $227 $220 $252 $257 $250 $246 $272 $291 $- $50 $100 $150 $200 $250 $300 $350 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 LTM EBITDA $481 $448 $448 $476 $481 $449 $455 $477 $465 $452 $472 $459 $447 $456 $468 $472 $55 $55 $- $20 $40 $60 $80 $100 $120 $- $100 $200 $300 $400 $500 $600 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 LTM Net Revenues PB Settlement Oil Price ($, bbl), rhs
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(1) Net revenues are calculated as revenues less voyage expenses. 2018 and LTM figures from Teekay Shuttle Tankers and prior years from TOO’s Shuttle segment Source: TST
Key Credit Metrics
Net Debt to EBITDA (x) Equity ratio (%)
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Source: TST
4,0x 3,6x 0,0x 1,0x 2,0x 3,0x 4,0x 5,0x 2018 LTM
26,9 % 27,7 % 0% 5% 10% 15% 20% 25% 30% 2018 Q2'19
Current debt amortization profile ($ in million)
April 2019 with Canadian and Norwegian export credit agencies and commercial banks
tenor up to 12 years and average profile of 18 years
2019 with commercial banks
tenor of 5 years and 8.4 year profile, in line with average remaining vessel lifetime
transaction closed in September 2019
tenor of 10 years and profile of 19 years
Shuttle RCF refinancing E-Shuttle Newbuilds 1-4 E-Shuttle Newbuilds 5-6
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Source: TST
$29 $120 $148 $360 $290 $258 $553 $- $100 $200 $300 $400 $500 $600 Q4-19 2020 2021 2022 2023 2024 2025 -> ECC Bossa Nova/Sertanejo Rio&Gothenburg Newbuilds 1-4 Newbuilds 5-6 Unsecured bond RCF
A diversified capital base Strong banking group backing Teekay Shuttle Tankers
$450 $250 $187 $237 $124
Teekay Shuttle Tanker Sources of Capital
Revolving Credit Unsecured Bond Term Loans ECA Loans US PP Bond
$1.25B
$ millions(1)
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(1) As of June 30 2019 Source: TST
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in which the only barrier to entry is capital, shuttle tanker operators require a high level of operational expertise and proven track-record
which the vessels are operating in close proximity to offshore installations, often under harsh conditions
which enable more industry discipline
conventional oil tankers
(extra for VOC) vs. $40-60m for a standard Aframax
through CoA offerings Market share by company (1)
35 % 35 % 15 % 6 % 9 % TOO Knutsen Aet VikenMOL Other
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(1) Including existing order book Source: Clarksons and TST
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Source: Clarksons and TST
$6,7 $7,2 $6,8 $6,3 $5,5 $6,3 $6,2 $7,2 $7,5 $8,0 $8,7 $8,9 $9,0 $10,0 $11,3 $- $2 $4 $6 $8 $10 $12 $- $10 000 $20 000 $30 000 $40 000 $50 000 $60 000 $70 000 $80 000 $90 000 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 LTM TSTs EBITDA per owned vessel (RHS) VLCC (3-year TC) Cape (3-year TC)
$ million USD
Existing fleet & order book (vessels by year built and expected year of delivery) Global Fleet given recycling at 20 years
~20% of the commercial fleet will exceed 20 years within three years, and will thus likely be recycled given oil companies’ requirement of vessels being > 20 years This compares to the order book comprising 19% of the existing fleet, of which all vessels are ordered against long-term charter contracts to replace outdated tonnage Fleet size is relatively stable when including the order book and not including vessels above 20 years (from 2020). Additional newbuildings are required to transport production growth 34
73 70 70 70 68 64 10 20 30 40 50 60 70 80 2019 2020 2021 2022 2023 2024 # shuttle tankers
Source: Clarksons and TST
2 4 6 8 10 12 14 16 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017 2019 2021 Existing vessels On order # shuttle tankers The order book comprises 19% of the existing fleet ~20% of the existing fleet will exceed 20 years within three years
10 20 30 40 50 60 70 80 90 100 1 000 2 000 3 000 4 000 5 000 6 000 7 000 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 # shuttle tankers Thousand barrels per day
Global oil production with shuttle export
Brazil Norway United Kingdom Denmark Canada Shuttle tankers
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Source: Clarksons, Rystad (August 2019) and TST
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General An investment in the Bonds involves a high degree of financial risk. You should carefully consider all information in this Presentation, including the risks described below, before you decide to make an investment in the Bonds. This section addresses both general risks associated with the industry in which Teekay Shuttle Tankers L.L.C (the "Issuer"), and its subsidiaries (collectively, the "Group") operates and the specific risks associated with its business. No investor should make any investment decision without having reviewed and understood the risk factors associated with investing in the Bonds. If any such risks were to materialize, the Issuer and/or the Group's business, results of operations, financial condition and/or prospects could be materially and adversely affected, which in turn could result in a decline in the value of the Bonds and a loss of part or all of your investment. Further, this section also describes certain risks relating to the Bonds which could also adversely impact the value of the Bonds. The risks and uncertainties discussed below are some of the risks that the Issuer's management currently views as material. This section is not intended to be exhaustive and the order in which the risks are presented do not reflect the likelihood
and uncertainties (material and non-material), including risks that are not known to the Issuer and/or the other members of the Group at present, may also arise or become material in the future, which could lead to a decline in the value of the Bonds and a loss of part or all of your investment. The information in this section is based on facts and circumstances as at the date of this Presentation. Risks related to the Group’s business and industry The Group operates in a market which is governed by regulatory regimes which may be subject to change. If regulations to which the Group or its businesses change, or if the Group or its partners fail to abide by applicable regulations or meet applicable requirements, then the Group may lose rights, suffer fines or other penalties or otherwise incur
The Group depends on Teekay Offshore Partners L.P ("Teekay Offshore" or the "Partnership") and Teekay Corporation to assist the Group in operating its businesses and competing in its markets. Direct and indirect subsidiaries of Teekay Offshore provide to the Group certain administrative and other services. The Group’s business could be harmed if such subsidiaries of the Partnership fail to perform those services satisfactorily or if they stop providing those services. In addition, the Group may receive similar services from direct and indirect subsidiaries of Teekay Corporation, either directly or through subcontracts with the Partnership. The Group derives a substantial majority of its revenues from a limited number of customers, and the loss of any such customer or a contract dispute with any such customer could result in a significant loss of revenues and cash flow. The loss of any of the Group’s significant customers or a reduction in revenues from them could have a material adverse effect on the Group’s business and results of operations and financial condition. The Group’s future growth depends on the ability to expand relationships with existing customers and obtain new customers. Market conditions may limit the Group's access to capital. Depressed market conditions in the energy sector may significantly reduce the Group's access to capital, particularly equity capital. Debt financing or refinancing may not be available on acceptable terms, if at all. Incurring additional debt may increase the Group’s leverage, susceptibility to market downturns or adversely affect its ability to pursue future growth opportunities. Lack of access to debt capital at reasonable rates could adversely affect the Group's ability to refinance debt and finance operations. The Group’s insurance and indemnities may not adequately cover all risks, losses or expenses. The Group is unable or deems it commercially unreasonable to insure against all risks and may be exposed under certain circumstances to uninsurable hazards, losses and risks. None of the Group’s shuttle tankers are currently insured against loss of revenues resulting from vessel off-hire time, based on the cost of insurance compared to the Group's off-hire experience. Accordingly, the Group could incur substantial losses if an event which is not fully covered by insurance occurs, which could have a material adverse effect on the Group’s business, results of operations and financial condition. Significant declines in oil prices may adversely affect the Group’s growth prospects and results of operations. Oil prices have significantly declined since mid-2014. A decline in oil prices can impact offshore production over the medium to long-term, which may affect the Group’s business, results of operations and financial condition. Continuing revenue under life-of-field contracts depends upon continuing field operations and under other charter contracts will depend upon renewals or contract extensions. The duration of some of the shuttle tanker contracts of the Group is the life of the relevant oil field or is subject to extension by the field operator or vessel charterer. If the oil field no longer produces oil or is abandoned or the contract term is not extended, or the applicable contract renewed, the relevant Group entity will no longer generate revenue under the related contract and will need to seek to redeploy affected vessels. If the Group entity is unable to promptly redeploy any affected vessels at
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rates at least equal to those under the prior contracts, if at all, the Group’s operating results could be harmed. Fluctuations in the utilization of the Group’s vessels may adversely affect its results of operations and financial condition. Further, a portion of the Group’s vessels operate under contracts of affreightment. Payments under these contracts of affreightment are based upon the volume of oil transported, which depends upon the level of oil production at the fields serviced under the contracts. Oil production levels are affected by several factors, all of which are beyond the Group’s control, including: geologic factors, including general declines in production that occur naturally over time; mechanical failure or operator error; the rate of technical developments in extracting oil and related infrastructure and implementation costs; the availability of necessary drilling and other governmental permits; the availability of qualified personnel and equipment; strikes, employee lockouts or other labor unrest; and regulatory changes. In addition, the volume of oil produced may be adversely affected by extended repairs to oil field installations or suspensions of field operations as a result of oil spills or otherwise The Group may experience operational problems with vessels that reduce revenue and increase costs. Shuttle tankers are complex and their operations are technically challenging and require substantial capital expenditures. Operational problems or an aging fleet may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Any of these results could harm the Group’s business, financial condition and operating results. The nature of the Group’s operations exposes it to a wide range of environmental regulations that could result in significant environmental liabilities. The Group’s operations are subject to local, national and international environmental regulations. The costs of compliance associated with environmental regulations and changes thereto could require significant expenditures, and failure to comply with such regulations could result in the imposition of material fines and penalties or temporary or permanent suspension of operations. An incident involving environmental contamination could also harm the Group’s reputation and business. The Group is dependent on experienced managers and employees. The Group is dependent upon those individuals providing to it senior management functions and services and employees having relevant experience. Pursuant to services agreements, subsidiaries of the Partnership and of Teekay Corporation, provide substantially all of the Group’s managerial, operational and administrative services and other technical and advisory services. The loss of the key personnel providing such services and the failure to successfully recruit replacements in a timely manner, or at all, could have a material adverse effect on the Group’s business, financial condition and results of operations. The Group is subject to financial restrictions and covenants. The operating and financial restrictions and covenants in the Company's or the Group’s financing arrangements and any future financing agreements may restrict the Group’s business activities, could adversely affect the Group’s ability to finance future operations or capital needs or to engage, expand or pursue its business activities, and these restrictions and covenants could also affect the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, thus adversely affecting its cash flow. The Group may be adversely affected by global economic conditions. Any deterioration of the global economic environment, particularly in Brazil, Norway and Canada (the “Primary Jurisdictions”), could have a material adverse effect on the Group’s business, results of operations or financial condition, particularly to the extent it affects the Group’s ability to access the capital markets or obtain credit for future funding on commercially acceptable terms. The Group may be exposed to fluctuations in currency exchange rates. The Group may be exposed to currency and exchange rate fluctuations which may affect the Group’s results of operations. The Group may be unable to realize expected benefits from any acquisitions of vessels. Any acquisition of a vessel may not be profitable at or after the time of acquisition and may not generate cash flow sufficient to justify the investment. Unlike newbuilding vessels, existing vessels typically do not carry warranties as to their condition. While the Group will likely inspect any existing vessels prior to purchase, such inspection would normally not provide the Group with as much knowledge of the vessel's condition as it would possess if the vessel had been built for the Group and operated by it during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels operated by the Group since they were built. These costs could decrease the Company's cash flow and reduce its liquidity. The Group may be subject to legal, governmental, regulatory or arbitration proceedings that could have a material adverse effect on its business, financial position, results of operations and cash flows. The Group may be involved in material litigation, claims and disputes in the future, which may involve claims for significant monetary amounts, some of which may not be covered by insurance, or which could impose restrictions on the Group’s business operations, which claims or outcomes could have a material adverse effect on the Group’s reputation, business, financial position and results of operations.
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Marine transportation is inherently risky, particularly in the extreme conditions in which many of the Group’s vessels will operate. An incident involving significant loss of product or environmental contamination by any of the vessels could harm the Group’s reputation and business. Events such as marine disasters, adverse weather, mechanical failures, grounding, capsizing, fire, explosions and collisions, piracy, cyber attacks, human error, and war and terrorism may damage vessels and their cargoes and oil production facilities. Accidents may cause death or injury to persons, loss of property, damage to the environment and natural resources, delays in the delivery of cargo, loss of revenues from charters or contract of affreighment, liabilities or costs to recover any spilled oil or other petroleum products, liabilities or costs to restore the eco- system affected by the spill, governmental fines, penalties or restrictions on conducting business, higher insurance rates, and damage to reputation and customer relationships generally, any of which could have a material adverse effect on the Group’s business, financial condition and operating results. In addition, any damage to, or environmental contamination involving, oil production facilities serviced could suspend that service and result in loss of revenues. Competition and other factors may affect demand for the Group’s services. The demand for the Group’s services may be volatile and will be subject to variations for a number of reasons, including factors such as uncertainty in demand for the relevant products, declines in oil and natural gas markets, competition (including by other companies that may have greater resources than the Group), slowdowns in economic activities, or regulatory changes. Subject to the terms of an omnibus agreement between Teekay Corporation, the Partnership and its general partner and other affiliates of Teekay Corporation, Teekay Corporation and its affiliates may engage in competition with the Group. Fluctuations in interest rates may materially affect the Group’s operating results. The Group is exposed to the impact of interest rate changes, primarily through the Group's floating-rate borrowings that require the Group to make interest payments based on LIBOR. If interest rates increase, the Group’s debt service
hedge its floating interest rate exposure under existing or future financing arrangements. The results of the Group’s shuttle tanker operations in the North Sea are subject to seasonal fluctuations. Due to harsh winter weather conditions, oil field operators in the North Sea typically schedule oil platform and other infrastructure repairs and maintenance during the summer months. Because the North Sea is one of the Group’s primary existing offshore oil markets, this seasonal repair and maintenance activity contributes to quarter-to-quarter volatility in the Group’s results of operations, as oil production typically is lower in the second and third quarters in this region compared with production in the first and fourth quarters. Because a portion of the Group’s North Sea shuttle tankers operate under CoAs, under which revenue is based on the volume of oil transported, the results of these shuttle tanker operations in the North Sea under these contracts generally reflect this seasonal pattern of transport demand. Additionally, when the Group redeploys affected shuttle tankers as conventional oil tankers while platform maintenance and repairs are conducted, the overall financial results for the North Sea shuttle tanker operations may be negatively affected as the rates in the conventional oil tanker markets are usually lower than CoA rates. In addition, the Group seeks to coordinate some of the general dry-docking schedule of its fleet with this seasonality, which may result in lower revenues and increased dry-docking expenses during the summer months. The Group may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy the obligations under its indebtedness, which may not be successful. Given volatility associated with the Group's business and industry, the Group's future cash flow may be insufficient to meet the Group's debt obligations and other commitments. Any insufficiency could negatively impact the Group's business. A range of economic, competitive, business and industry factors, including those beyond the Group's control, will affect future financial performance, and, as a result, the Group's ability to generate cash flow from operations and to pay the Group's debt obligations. If the Group's cash flows and capital resources are insufficient to fund the Group's debt service obligations and other commitments, the Group may be forced to reduce or delay planned investments and capital expenditures, or to sell assets, seek additional financing in the debt or equity markets or restructure or refinance the Group's indebtedness. The Group's ability to restructure or refinance its indebtedness will depend on the condition of the capital markets and the Group's financial condition at such time. Any refinancing of the Group's indebtedness could be at higher interest rates and may require the Group to comply with more onerous covenants, which could further restrict the Group's business
additional indebtedness. In the absence of sufficient cash flows and capital resources, the Group could face substantial liquidity problems and may be required to dispose of material assets or operations to meet the Group's debt service and
These alternative measures may not be successful and may not permit the Group to meet our debt service obligations.
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The international nature of the Group's operations may make the outcome of any bankruptcy proceedings difficult to predict. The Company was formed under the laws of the Republic of the Marshall Islands and the Subsidiaries were formed or incorporated under the laws of the Marshall Islands, Norway, Singapore and certain other countries besides the United States, and the Group conducts operations in countries around the world. Consequently, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving the Group or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. We have limited operations in the United States. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all
accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over the Group and the Group's operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction. Because the Company is organized under the laws of the Marshall Islands, it may be difficult to serve the Company with legal process or enforce judgments against it, or its directors or management. The Company is organized under the laws of the Marshall Islands, and all of the Group’s assets are located outside of the United States. The Group’s business is operated primarily from its offices in Bermuda, Norway, Canada, the United Kingdom and Singapore. As a result, it may be difficult or impossible to bring an action against the Company or against these individuals in the United States. Even if successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict the enforcement of a judgment against the Company’s assets. As a Marshall Islands limited liability company, with its principal office in Bermuda, the company’s operations may be subject to the economic substance requirements of those jurisdictions, which could harm its business. Finance ministers of the EU rate jurisdictions for tax transparency, governance, real economic activity and corporate tax rate. Countries that do not adequately cooperate with the finance ministers are put on a “grey list” or a “blacklist”. Various countries, including the Republic of the Marshall Islands have been put on the blacklist. EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, withholding taxes, special documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states' efforts to develop a more coordinated approach to sanctions for the listed countries in 2019. EU legislation prohibits EU funds from being channelled or transited through entities in countries on the blacklist. The Company is a Marshall Islands limited liability company, with a permit to engage in business in Bermuda. A number of its subsidiaries are also organized in the Marshall Islands with a number of them holding permits to engage in business in Bermuda. We do not know what actions the Marshall Islands may take, if any, to remove itself from the blacklist; whether the EU will remove the Marshall Islands; how quickly the EU would react to any changes in legislation of the Marshall Islands; or how EU banks or other counterparties will react while the Company or any of its subsidiaries remain as entities organized and existing under the laws of a blacklisted country. The effect of the EU blacklist, and any noncompliance by the Group with any legislation adopted by applicable countries to achieve removal from the list, could have a material adverse effect on the Group’s business, financial conditions and operating results. A cyber-attack could materially disrupt the Group's business. The Group relies on information technology systems and networks in our operations and the administration of the Group's business. Cyber-attacks have increased in number and sophistication in recent years. The Group's operations could be targeted by individuals or groups seeking to sabotage or disrupt the Group's information technology systems and networks, or to steal data. A successful cyber-attack could materially disrupt the Group's operations, including the safety of the Group's operations, or lead to unauthorized release of information or alteration of information on the Group's systems. Any such attack or other breach of our information technology systems could have a material adverse effect on the Group's business and results of operations. The Group's failure to comply with data privacy laws could damage the Group's customer relationships and expose the Group to litigation risks and potential fines. Data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which the Group provides services and continues to develop in ways which we cannot predict, including with respect to evolving technologies such as cloud computing. The European Union has adopted the General Data Privacy Regulation (or GDPR), a comprehensive legal framework to govern data collection, use and sharing and related consumer privacy rights which took effect in May 2018. The GDPR includes significant penalties for noncompliance. The Group's failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to the Group's reputation in the marketplace, which could have material adverse effect on the Group's business, financial condition and results of operations.
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Risks related to the countries in which the Group operates Political and economic policies of the governments of the Primary Jurisdictions may affect the Group’s business and results of operations. Substantial portion of the Group’s principal assets and operations are located in the Primary Jurisdictions. Any adverse change in the economic conditions or political environment or government policies in the Primary Jurisdictions could have a material adverse effect on the overall economic growth and the level of investments and expenditures in the Primary Jurisdictions, which in turn could lead to a reduction in demand for shuttle tanker services and, consequently, have a material adverse effect on the Group’s business, financial condition and results of operations. If the governments of the Primary Jurisdictions should impose greater restrictions on foreign companies and investors, the Group’s business, financial condition and results of operations could be materially and adversely affected. Allegations of improper payments may harm the Group’s reputation and business. The Group may be subject to allegations of improper payments made to authorities at state-controlled enterprises in Brazil or other jurisdictions. In spite of the Group’s policy of observance of the highest ethical standards, any such allegation, were it to be substantiated, may give rise to penalties, fines or contract disputes, any of which could materially and adversely affect the Group’s business, financial condition and results of operations. Any such allegation, whether or not substantiated, could harm the Group’s reputation. In May 2016, a former executive of Transpetro, the transportation and logistics subsidiary of Petrobras, alleged in a plea bargain that a subsidiary of Teekay Corporation that is now a subsidiary
December 31, 2018 exchange rate). An extensive internal investigation was conducted, with the assistance of United States, Brazilian and Norwegian counsel and forensic accountants, to evaluate these allegations. Based on the information reasonably available and reviewed as part of the investigation, the investigation did not identify conclusive proof that any of the alleged improper payments were made or that any of the Group’s current or former employees intended for the alleged improper payments to be made. However, there is no assurance the conclusions of the investigation are accurate or will not be challenged, or that other information may exist or become available that would affect such conclusions, and such conclusions are not binding on regulatory or governmental authorities. It is uncertain how these allegations ultimately may affect the Group, if at all, including the possibility of penalties that could be assessed by relevant authorities. Any claims against any member of the Group may adversely affect the Group’s reputation, business, financial condition and operating results. As of the date of this Annual Report, no legal or governmental proceedings are pending or, to the Company’s knowledge, contemplated against any member of the Group relating to these allegations. Uncertainties with respect to the legal systems of the Primary Jurisdictions could limit the protections available to the Group. The Group’s primary material agreements and operations are governed by laws which may be subject to uncertain interpretation. A substantial portion of the Group’s assets and operations are located or conducted in the Primary Jurisdictions. If disputes arise in connection with the Group’s assets or operations, the Group may be subject to the jurisdiction of the Primary Jurisdictions or other foreign courts or arbitration tribunals and may not be successful in subjecting foreign persons, especially foreign oil ministries and national oil companies, to the legal jurisdiction of the Primary Jurisdictions or other, desired legal jurisdictions. The uncertainties under the laws of the Primary Jurisdictions, or the laws of other relevant countries, may impede the Group’s ability to enforce the terms of any agreements entered into with the Group’s partners, service providers and suppliers that are governed by the laws of the Primary Jurisdictions or other relevant countries. Risk of war, other armed conflicts, piracy, increased hostilities and terrorist attacks. War, military tension, revolutions, piracy and terrorist attacks, or increases in such events or activities, could create or increase instability in the world’s financial and commercial markets. This may significantly increase political and economic instability in some of the geographic markets in which the Group operates or may operate in the future, and may contribute to high levels of volatility in charter rates or oil prices. Hijacking as a result of an act of piracy against any of the Group’s vessels, or an increase in cost or unavailability of insurance for such vessels, could have a material adverse impact on the Group’s business, financial condition and results of operations. In addition, oil facilities, shipyards, vessels, pipelines, oil fields or other infrastructure could be targets of future terrorist attacks or warlike operations and the Group’s vessels could be targets of pirates, hijackers, terrorists or others. Armed conflicts, piracy, increased hostilities, terrorism and their effects on the Group or its markets may materially and adversely affect the Group’s business, financial position and operating results. Risks related to the taxation of the Group The Issuer and its Subsidiaries may be subject to taxes in certain jurisdictions, which may reduce cash available for, inter alia, debt service. The Group is subject to taxation in certain jurisdictions in which its members are organized, own assets or have operations, which could reduce the amount of cash available to service its debt obligations, and for other purposes.
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Future changes in tax legislation applicable to Group Companies may reduce net revenues. The Group includes entities incorporated and resident for tax purposes in several different jurisdictions. Any changes to tax legislation or practices in jurisdictions in which the Group entities are resident for tax purposes may have a material adverse effect on the operating results or financial position of the Group. Risks relating to the Bonds Significant cash requirement to meet debt obligations and sustain operations The Issuer's ability to make principal or interest payments when due in respect of its financial indebtedness, including (without limitation) the Issuer's financial indebtedness in respect of the Bonds, will depend on the Group's future performance and its ability to generate cash which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, many of which are beyond the Issuer's control. In addition to debt service, the Group will also need significant amounts of cash to fund its business and operations. Significant cash requirement to meet debt obligations and sustain operations cont’d The Bonds mature in 2024 and if the Issuer does not have sufficient cash flows from operations and other capital resources of the Group to pay its financial indebtedness and to fund its other liquidity needs, or cash has become trapped in the subsidiaries of the Issuer due to corporate, tax or contractual limitations, the Issuer may be required to incur new financial indebtedness in order to be able to repay the Bonds at maturity. The type, timing and terms of any future financing will depend on the Group's cash needs and the conditions prevailing in the financial markets. If the Issuer is unable to refinance all or a portion of its indebtedness or obtain such refinancing on terms acceptable to the Issuer, the Issuer may be forced to reduce or delay the business activities or capital expenditures of the Group or sell assets or raise additional debt or equity financing in amounts that could be substantial. No assurance can be given that the Issuer will be able to accomplish any of these measures in a timely manner or on commercially reasonable terms, if at all. In addition, the terms of the Bond Terms and any future debt may limit the Group's ability to pursue any of these measures. Call Options and mandatory prepayment risks The terms and conditions of the Bonds will provide that the Bonds shall be subject to optional redemption by the Issuer at their outstanding principal amount, plus accrued and unpaid interest, plus in some cases a premium calculated in accordance with the terms and conditions of the Bond Terms. This is likely to limit the market value of the Bonds. Furthermore, the Bonds are subject to mandatory prepayment upon the occurrence of certain events. Following an early redemption, it may not be possible for Bondholders to reinvest proceeds at an effective interest rate as high as the interest rate on the Bonds. There is no existing trading market for the Bonds, and a trading market that provides adequate liquidity may not develop There is no existing market for the Bonds, and there can be no assurance given regarding the future development of a trading market for the Bonds. Even though the Issuer will apply for listing of the Bonds on the Oslo Stock Exchange, the Issuer has not entered into any market making scheme for the Bonds and potential investors should note that it may be difficult or even impossible to trade and sell the Bonds on the secondary market, and the Bonds may not be readily accepted as collateral for loans or other liabilities. The Bonds may be subject to purchase and transfer restrictions While the Bonds are freely transferable and may be pledged, any Bondholder may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its places for doing business or similar), including, but not limited to, specific transfer restrictions applicable to Bondholders located in the United States. Each Bondholder must ensure compliance with applicable local laws and regulations at its own cost and expense. The trading price of the Bonds may be volatile Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Bonds, and the subordinated nature of the Bonds may add to such volatility. Any such disruptions could adversely affect the prices at which investors may sell their Bonds. In addition, subsequent to their initial issuance, the Bonds may trade at a discount from their initial placement, depending on the prevailing interest rates, the market for similar bonds, the performance of the Group and other factors, many of which are beyond the Obligors’ control.
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The terms and conditions of the Bond Terms will allow for modification of the Bonds and waivers that may be implemented without the consent from each Bondholder The Bond Terms will include provisions for convening Bondholder meetings and decisions may be made by defined majority of the Bondholders, implementing changes that are binding for all Bondholders. Subordination of the Bonds The Bonds are unsecured and does not enjoy the benefit of any guarantee or similar assurance from any other member of the Group or any other person. Accordingly, the Bonds will be structurally subordinated to debt in other members of the Group and members of the Group are permitted to incur certain types of secured indebtedness. In the event that such secured debt becomes due or a secured lender proceeds against the assets that secure the debt, the assets would be available to satisfy obligations under the secured debt before any payment would be made on the Bonds. Any assets remaining after repayment of the Issuer’s secured debt may not be sufficient to repay all amounts owing under the Bonds. Upstream capacity and debt service The Issuer is a holding company without any operational revenue. As such the Issuer will depend on its subsidiaries being able to make distributions, to the Issuer in order for the Issuer to be able to service payments in respect of the Bonds.
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Income Statement
In millions of U.S. dollars Annual Interim periods
2017(1) 2018 1.1-30.6 2018 1.1-30.6 2019 Revenues 130.8 632.8 282.3 274.4 Voyage expenses (21.8) (109.4) (53.8) (42.3) Vessel operating expenses (41.1) (144.2) (74.0) (60.0) Time-charter hire expenses (14.1) (90.0) (17.9) (18.8) Restructuring charge
(5.0) (16.4) (9.6) (7.7) EBITDA 48.5 272.8 126.9 145.7 (Write-down) and gain (loss) on sale of vessels
(27.1) (0.3) Depreciation and amortization (32.8) (154.7) (80.6) (70.1) Income from vessel operations 15.5 94.1 19.3 75.3 Interest expense (19.1) (74.2) (37.0) (34.8) Interest income 0.7 1.5 0.5 1.1 Realized and unrealized loss on derivative instruments (0.9) (3.3) 0.2 (2.0) Foreign currency exchange gain (2.0)
(0.1) Other expense - net (1.0)
(1.4) Income (loss) before income tax expense (6.9) 18.2 (17.5) 38.1 Income tax (expense) recovery 1.9 (14.9) (14.3) (1.3) Net income (loss) (5.0) 3.3 (31.8) 36.8 Non-controlling interests in net income (loss) 0.5 (7.6) (8.0)
L.L.C. (5.5) 10.9 (23.8) 36.8
(1) Period from the date of incorporation on July 5, 2017 to December 31, 2017 Source: TST
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Statement of Financial Position
In millions of U.S. dollars Annual Interim periods
2017 2018 30.6 2018 30.6 2019 Cash and cash equivalents 96.3 98.0 146.2 100.7 Restricted cash
5.5 1.3 Accounts receivable 43.4 28.4 22.1 37.8 Vessel held for sale
8.0 7.0 Current portion of derivative assets 0.1 0.6 0.5
0.8 0.9 0.9
18.0 14.8 19.1 12.9 Due from affiliates 159.3 137.4 144.5 125.0 Other current assets
2.1 5.7 Total current assets 318.0 294.4 349.0 290.3 Vessels and equipment 1,439.8 1,360.3 1,445.1 1,291.3 Advances on newbuilding contracts 63.0 73.7 17.5 185.2 Net investment in direct finance lease 5.0 3.9 4.5 3.4 Derivative assets 0.7 0.9 2.5
13.9
37.1
14.1 30.2 31.5 32.2 Goodwill 127.1 127.1 127.1 127.1 Total non-current assets Total assets 2,018.7 1,890.7 1,977.2 1,929.5
In millions of U.S. dollars Annual Interim periods
2017 2018 30.6 2018 30.6 2019 Accounts payable 29.7 5.0 7.3 12.4 Accrued liabilities 55.6 31.9 33.0 35.7 Deferred revenues 14.7 10.7 10.2 15.5 Due to affiliates 49.0 124.7 51.5 81.4 Current portion of derivative liabilities 0.9 2.0 0.6
159.0 142.5 156.5 104.5 Other current liabilities
Total current liabilities 309.0 316.9 259.1 276.2 Long-term debt 1,064.8 1,045.2 1,101.4 1,115.3 Derivative liabilities 0.1 0.3 0.1
109.7
2.4 19.7 20.0 3.8 Total liabilities 1,485.9 1,382.1 1,460.9 1,395.2 Paid-in capital 483.9 484.9 483.9 499.9 Accumulated deficit
Accumulated other comprehensive income 0.4 2.8 2.9 2.5 Member's equity 478.8 471.3 470.3 497.8 Non-controlling interest 54.1 37.2 46.0 36.5 Total equity 532.9 508.6 516.4 534.3 Total liabilities and total equity 2,018.7 1,890.7 1,977.2 1,929.5
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Source: TST
Cash Flow Statement
(1) Period from the date of incorporation on July 5, 2017 to December 31, 2017 Source: TST
In millions of U.S. dollars Annual Interim periods
2017(1) 2018 1.1-30.6 2018 1.1-30.6 2019 OPERATING ACTIVITIES Net income (loss) (5.0) 3.3 (31.8) 36.8 Unrealized loss on derivative instruments 0.8 3.1 0.1 1.2 Depreciation and amortization 32.8 154.7 80.6 70.1 Write-down of vessels and (gain) loss on sale of vessels 0.2 24.0 27.1 0.3 Deferred income tax expense (2.0) 13.9 13.9
1.4 2.1 (1.6) 6.3 Change in non-cash working capital items related to operating activities (123.2) 23.6 22.9 (19.6) Expenditures for dry docking (2.7) (20.0) (9.3) (9.2) Net operating cash flow (97.6) 204.8 101.9 85.7 FINANCING ACTIVITIES Proceeds from long-term debt 893.9 124.1 103.9 83.8 Scheduled repayments of long-term debt (77.1) (144.3) (66.4) (43.7) Debt issuance costs (11.0) (7.8) (7.0) (12.2) Prepayments of long-term debt (369.7) (15.3)
Cash distributions paid by subsidiaries to non- controlling interests (5.5) (10.8)
Cash contribution paid from non-controlling interest to subsidiaries
Return of capital to member (191.5)
Cash contributions from member
Net financing cash flow 239.0 (86.6) 30.5 17.1
In millions of U.S. dollars Annual Interim periods
2017(1) 2018 1.1-30.6 2018 1.1-30.6 2019 INVESTING ACTIVITIES Net payments for vessels and equipment, including advances on newbuilding contracts (140.1) (146.3) (87.8) (109.0) Proceeds from sale of vessels and equipment 5.7 29.9 10.4 8.9 Direct financing lease payments received 0.3 1.0 0.4
89.1
(45.1) (115.3) (77.0) (100.1) Increase in cash, cash equivalents and restricted cash 96.3 2.9 55.4 2.8 Cash, cash equivalents and restricted cash, beginning of the year / period
96.3 99.2 Cash, cash equivalents and restricted cash, end
96.3 99.2 151.8 102.0
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Aurora Spirit
Rainbow Spirit
Tide Spirit
Current Spirit
Wave Spirit
Wind Spirit
ECC vessel #4
Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q1 2021 Q1 2022
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Source: TST
Vessel Year built 2020 2021 2022 2023 2024 Peary Spirit 2011 Samba Spirit 2013 Lambada Spirit 2013 Bossa Nova Spirit 2013 Sertanejo Spirit 2013 Beothuk Spirit 2017 Norse Spirit 2017 Dorset Spirit 2018 ECC 4th Vessel 2022 Nansen Spirit 2010 Petroatlantic 2003 Petronordic 2002 Aurora Spirit 2019 Rainbow Spirit 2020 Navion Oceania 1999 Tide Spirit 2020 Current Spirit 2020 Wind Spirit 2020 Wave Spirit 2021 Amundsen Spirit 2010 Scott Spirit 2011 Stena Natalita (50% JV) 2001 Heather Knutsen (in-charter) 2005 Navion Oslo 2001 Navion Anglia 1999 Navion Gothenburg (50% JV) 2006 Nordic Rio (50% JV) 2004 Nordic Brasilia 2004 Navion Stavanger 2003 Navion Bergen 2000
Time-charter (firm) CoA Bareboat Spot
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Fleet list excludes vessels that will be recycled or redelivered to
Source: TST
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27 % 17 % 11 % 34 % 11 % Cicero Sustainalytics Vigeo EIRIS Others None
between 2008 and 2019 the organization has reviewed green bond frameworks for 68% of all green bond issuances globally, by count and 27% by value
(including updated) for more than 120 unique issuers, including corporations, financial institutions, multilateral development agencies, and public-sector entities
than 30 currencies have been issued globally under frameworks assessed by Cicero
won several awards for its integrity and work, as highlighted below
Market share by cumulative value of bonds issued from 2008-2019
Source: CICERO
Commentary
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